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The lyric describes a tryst between a man and his beloved in a seaside town, who plan to privately meet "out of the sun" and out of sight from everyone else under a boardwalk. The instrumentation includes güiro, triangle and violins. The song's chorus is unusual in that it switches from a major to minor key.[1] The opening line of the song references the Drifters' prior hit "Up on the Roof", showing the occasional thermal weakness of the rooftop getaway and setting the stage for an alternate meeting location, under the boardwalk.

The song was set to be recorded on May 21, 1964, but the band's lead singer, Rudy Lewis, died of a suspected heroinoverdose the night before. Lewis had sung lead on most of their hits since the 1960 departure of Ben E. King, including "Up on the Roof". Rather than reschedule the studio session the lead on "Under the Boardwalk" was given to the group's other lead vocalist Johnny Moore who had returned to the group in April 1963. The personnel on that recording included Ernie Hayes on piano, Everett Barksdale, Bill Suyker and Bob Bushnell on guitar, Milt Hinton on bass, Gary Chester on drums and George Devens on percussion.[2] The last-minute move was a success, as the single, released on Atlantic Records, went to number four on the Billboard Hot 100 charts and number one for three non consecutive weeks on Cashbox magazine's R&B chart.[3]

There are two versions of the song. The mono 45 USA released version contains the line "We'll be falling in love". However, on the stereo album version, the line "We'll be making love" is sung. These are two entirely different recordings, not edits of one another, as the line "on a blanket with my baby is where I'll be" is sung differently in each version. The version appearing on the Drifters' Golden Hits compilation is a composite of the two, using "making love" in the first two choruses and "falling in love" in the third. Because of the line "making love" several radio stations banned the song, or altered it with the line "we'll be falling in love" instead.[citation needed]

"Under the Boardwalk" has since been covered by many artists, including Bette Midler, and the Tom Tom Club (whose version reached #22 in the UK Top 40 in 1982, becoming the first version of the song to chart in Britain). Versions by Billy Joe Royal, Bruce Willis (a #2 success in the UK), and Lynn Anderson (#24 on the Country singles) all reached the Billboard charts.

The song has been translated to Spanish and interpreted by the pioneer Argentine rock group Los Gatos Salvajes under the title of "Bajo la rambla", on their 1965 debut LPLos Gatos Salvajes. It was also covered by the Argentine band Los Perros on their 1992 album Perfume y dolor. In Mexico it was also covered by Los Apson Boys in 1966, with the name of "Fue en un café". It was also covered by Ana Gabriel in 1996 with a Spanish version called "Fue en Un cafe" using the music from Bette Midler's version of the song. She also sang the song in its original English version. Both versions are on her 1996 album Vivencias.

A cover of this song by the Rolling Stones was released the same year as the original version. Their version was released as a single only in Australia, South Africa and Rhodesia, and peaked at no. 1 in the first two (the song was the band's first no. 1 hit in Australia) and at no. 2 in Rhodesia. It appeared on their albums 12 X 5 and The Rolling Stones No. 2. In 2007, it was included on the album Rhythms del Mundo Classics.

A cajun-tinged swamp pop parody of the song, "(Holly Beach) Under the Boardwalk" by Kenny Tibbs (Kenny Thibodeaux) and the Jokers was released in 1991 and was a perennial Louisiana jukebox favorite until Hurricane Rita virtually wiped out the small seaside resort of Holly Beach, Louisiana in 2005.

Another parody cover version came from Germany by Lothar & die Trabanten in 1991. The song "Unter dem Wartburg" ("Under the Wartburg") describes the technical problems a family father has with his Wartburg car, a car made in the German Democratic Republic, while travelling from Dresden to Rimini.[14]